Exhibit B


       Attached hereto is a true and correct copy of a Power of Attorney given
by each of the persons signatory thereto.



                                                  /s/ Mona Patel
                                                  -------------------------
                                                  Mona Patel



                               POWER OF ATTORNEY

      Each of the undersigned, being a Controlling Trustee and officer of
Airplanes U.S. Trust, hereby individually appoints Patrick Blaney, John
Tierney, Brian McLoghlin, Declan Treacy, Richard Pierce, John Redmond, Michael
Walsh and Rose Hynes and each of them, acting as an officer of GPA Financial
Services (Ireland) Limited, as Administrative Agent of Airplanes U.S. Trust,
his true and lawful attorney-
in-fact and agent (each an "Attorney-in-Fact"), with full power of
substitution and resubstitution, for him and in his name, place and stead, in
his capacity as a Controlling Trustee and an officer of Airplanes U.S. Trust
to sign each Report on Form 8-K which will be filed at least monthly, provided
that where any such Report on Form 8-K is required to contain any information
in addition to or other than a copy of the relevant monthly report to
certificate holders, the contents of such Report on Form 8-K shall be notified
to any one Controlling Trustee of Airplanes U.S. Trust prior to the filing
thereof, each such Report on Form 8-K containing a monthly report to
certificate holders to be filed monthly on or about the 15th day of each month
and each other Report on Form 8-K to be filed within the time prescribed by
the SEC upon the occurrence of certain events listed in the SEC rules and
regulations with the Securities and Exchange Commission (the "SEC") and any
amendments thereto, and to file the same with any exhibits thereto and any
other documents in connection therewith with the SEC, granting unto said
Attorney-in-Fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said Attorney-in-Fact, or his substitute,
may lawfully do or cause to be done by virtue hereof.


Dated: 24 June 1996                               /s/ Roy. M. Dantzic
                                                  -------------------------
                                                  Roy M. Dantzic
                                                  Controlling Trustee





                                                  /s/ William A. Franke
                                                  -------------------------
                                                  William A. Franke
                                                  Controlling Trustee






                                                  /s/ Hugh R. Jenkins
                                                  -------------------------
                                                  Hugh R. Jenkins
                                                  Controlling Trustee





                                                  /s/ William M. McCann
                                                  -------------------------
                                                  William M. McCann
                                                  Controlling Trustee





                                                  /s/ Edward J. Hansom
                                                  -------------------------
                                                  Edward J. Hansom
                                                  Controlling Trustee